www.pwc.com/ca/retail Open for business U.S. retailers entering Canada: Consulting considerations More than ever, US retailers are considering international expansion as an avenue for future growth. For many, Canada is attractive because of its proximity, cultural similarities and strong economic performance through the recent global economic challenges. But while there are many similarities between doing business in Canada and the US, there are also several differences that require up-front planning to comply with Canadian regulations and ensure you operate effectively. How prepared is your business for cross-border expansion? U.S. retailers entering Canada: considerations Becoming a smooth operator Operations Merchandise optimization Technology To successfully cross the border to the north, you’ll need to understand the competitive landscape and the needs of Canadian shoppers and translating those needs into effective merchandising, marketing and store operations programs. An important part of this is the ability to make strategic decisions on what organizational roles, accountabilities and processes should reside in Canada versus those that could remain at the corporate office. Are you confident that your Canadian operating model will leverage the uniqueness of the Canadian market? Do you have the right organizational capabilities required to support expansion? Protecting your information assets is important regardless of what country you operate in. Retailers in Canada should be in accordance with regulation and compliance guidelines, such as the Personal Information Protection and Electronics Document Act (PIPEDA) and the Payment Card Industry Data Security Standard (PCI DSS). For instance, if your business is looking to accept debit cards as a payment method, you are required to use the Interac network in Canada. When it comes to product assortment and allocation, consider the consumer buying habits of Canadians in different markets and locations. Also take into account that there is typically less floor space (square feet) in Canadian retail locations compared to US stores. All this boils down to one thing: making sure you have the right products and the right marketing in the right stores. Did you know? Quebec consumers and language laws The predominantly French-speaking market of Quebec makes up a significant portion of Canadian consumers. There are both subtle and obvious differences in Quebecers’ consumer behaviour, which can impact both the range of products they will buy and the type of advertising they will respond to. At the same time, retailers must comply with the Charter of French Language in Quebec. The language law places strict restrictions: French is mandatory on product labelling, commercial documentation (catalogues, pamphlets, brochures and commercial directors) and commercial signs (promotional signs, displays, etc.). While other languages can be present, French text must be at least equal in size to the other languages. While you may not need large scale systems integration for your expansion, consider integrating Canada-specific business applications and selecting the right technology vendors with strong Canadian footprints. Choose vendors that can provide retailspecific services, including multilingual call centres and payment processors, which will help you navigate potential language and cultural barriers. Retail loss prevention Similar to the US, criminal elements are present in the Canadian retail market. Comprehensive loss prevention programs that use a well-crafted mix of cameras, in-store security devices, control procedures and data analytics can help to combat those who are at risk to commit crimes. One significant difference between Canada and the US is the existence of personal identification number (PIN) controlled debit cards. While this is considered to be more secure, it’s not foolproof, and these cards have become an increasing target for criminals. Train your store personnel to inspect and validate that PIN pads located at the point-of-sale have not been compromised during the day. When there are doubts, exercise caution and take such PIN pads out of service to validate their integrity. From sea to shining sea Product flow and supply chain Taking the risk out of risky Reporting and risk Distribution Customs Financial Reporting Unlike the US, the majority of the Canadian population live in five main cities. This level of concentration can often provide distribution challenges for US retailers— from higher transportation costs to supply chain inefficiencies. The key to getting it right is to effectively structure your supply chain so that it’s scalable to grow with your business strategy over time. The duty cost of direct shipment of inventory purchases to Canada should be compared to that of replenishment through US distribution centers. US retailers may be able to take advantage of Canadian duty relief programs or US foreign trade zone programs to reduce or recover duty on cross-border transactions. Other issues to consider include customs valuations, tariff classification and duty rates, tariff treatment (free trade areas), importer of record, administrative matters (e.g. appointing a customs broker, establishing complaint record keeping processes) and anti-dumping/countervailing duty. Retailers can experience a number of complex financial accounting issues related to matters such as valuations, pensions and corporate treasury. Where your stores are located will help you determine whether to run your distribution network out of the US or set-up distribution centres within Canada, and if you should use a third party distribution centre. In the case of sourcing from low-cost countries, such as China and India, it may be more cost and time effective to import directly to Canada rather than through a US distribution centre. Having a Canadian-specific sourcing and supply chain strategy, which looks at origin/inbound flow, provincial warehouse real estate, market coverage of third party logistics providers and transportation, can help you focus on optimizing your distribution network from both a cost and service perspective. Did you know? Liquor and tobacco Canadian law prohibits tobacco from being sold in places that provide healthcare and pharmacies and vending machines. The ability for retailers to sell liquor varies between provinces. In some provinces you can only purchase liquor through government and licensed private stores; in others, grocery and convenience stores are able to sell liquor. Before entering Canada, understand the different reporting and financial standards in both countries, including SarbanesOxley (SOX) and the Canadian equivalent for public companies (CSOX). At the same time, while IFRS is not mandatory for public companies in the US, all Canadian public companies are required to implement IFRS in January 2011. US retailers should also consider how they plan to develop their non-financial performance reporting. Risk and Regulatory As with any business, it’s important to have sound internal audit and risk management functions that deliver more strategic value at a lower cost of operation. As you bring your business north, consider the implications on your controls functions. Many retailers establish their internal audit and monitoring activities in centres of excellence while others set them up in one centralized office, depending on the needs and geographical dispersion of the business. This may also change based on whether or not you operate through branches or subsidiaries in Canada. Controls testing, including SOX testing of internal controls financial reporting and CSOX, is another key consideration. Finally, with two official languages in Canada (English and French), how equipped are you to operate effectively in both languages and comply with French language laws in Quebec? The bricks and mortar of doing business People Real Estate Who to call Employers in Canada must comply with payroll withholding, remittance and reporting requirements relating to the following four main areas, as well as to personal income tax withholding from employment income: Not uncommon in any retail market, location is key. But since Canada is a vast geographic country with few main retail cities, the availability of good retail space in these cities is limited. Indeed, with 2-3% vacancies, shopping centres in Canada are essentially full. It’s important to have a solid understanding of the value that each of your retail locations can produce. Greater Toronto Area Christopher Kong National Retail & Consumer Leader 416 869 8739 christopher.p.kong@ca.pwc.com Similar to in the US, the rent on a leased space is calculated based on the square footage of the space in addition to a percentage of sales. Tax Ryan Thulien 416 869 2342 ryan.d.thulien@ca.pwc.com When it comes to real property tax: Deals Carla Eisnor 416 815 5015 carla.eisnor@ca.pwc.com • Canada Pension Plan (CPP) – mandatory equal contributions by employers and employee • Employment Insurance (EI) – mandatory employer and employee premiums based on insurable earnings to a maximum • Employer health and post-secondary education premiums for certain provinces at varying rates applied to total payroll • Provincial workers’ compensation premiums, which vary by industry and experience rating Environmental concerns Canada offers a number of environmental programs and government incentives to help retailers embrace sustainability and go green. Environmental levies include: • Certain provinces and municipalities impose a transfer tax on the transfer of real property (land and buildings), which varies by province. • Leases could be subject to land transfer taxes on long-term leases, which varies by province, for example leases in excess of 50 years in Ontario • Blue box and recycling programs (available in several provinces) • E-waste/hazardous waste • Tire stewardship • Plastic bags – in several cities across the country, retailers are mandated to charge consumers for plastic bags Environmental incentives are available at both the federal and provincial levels, including for energy conservation and efficiency. Many of these opportunities are provided through government agencies, but some are offered through utility, power and other companies, often funded through government agencies. How we can help PwC’s Retail and Consumer professionals can help you successfully expand your US retail business to Canada. We use our business, strategy and technology skills and experience so you can better understand and navigate the Canadian landscape and market your business accordingly. Our range of experience gives us a strong understanding of the issues retail and consumer companies face across the entire supply chain, from manufacturing and distribution to final consumer purchase. Call one of our consultants to discuss your unique needs. Ross Sinclair 416 228 4000 ross.sinclair@ca.pwc.com Supply Chain Lino Casalino 416 815 5263 lino.casalino@ca.pwc.com Risk & Internal Audit Dorothy Sanford 416 869 2353 dorothy.a.sanford@ca.pwc.com Private Company Services Mauro Fratarcangeli 416 218 1433 mauro.fratarcangeli@ca.pwc.com Corporate Finance Keith Mosley 416 941 8307 keith.mosley@ca.pwc.coom Quebec Region Alain Michaud 514 205 5327 alain.michaud@ca.pwc.com B.C. Region Calle Johnson 604 806 7774 calle.johnson@ca.pwc.com Retail Consulting Services Antony Karabus 416 373 4225 antony.karabus@ca.pwc.com www.pwc.com/ca/retail © 2011 PricewaterhouseCoopers LLP. All rights reserved. In this document, “PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership, which is a member firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity. 0807-02 0411